Somerset Community Hospital Foundation

“The sole member of this corporation shall be upmc somerset, a pennsylvania nonprofit corporation.”

“The exempt entity upmc somerset (fka somerset community hospital) appoints the board members.”

“The decisions and actions specified in paragraphs (i) - (vii) below shall require the approval of both the member and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of the member and upmc. The member and upmc shall together have the power and authority to make any such decisions and initiate and implement any such actions (and they may, but need not seek, the concurrence or approval of the board of the corporation). (i) operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the corporation; (iii) the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation (including by merger, consolidation, liquidation or creation of parent or subsidiary entities); (v) any sale, lease, joint venture, acquisition, merger, consolidation, affiliation, membership transfer or other transaction, whether within the upmc system or external thereto, involving substantially all of the assets or business or significant product lines of the corporation; (vi) any amendment of the articles of incorporation or the bylaws of the corporation; (vii) sale of any real estate of the corporation;”

“Somerset community hospital foundation has a cpa firm prepare its form 990. The return is completed in draft form and reviewed by management of the organization. The return is then finalized and the board is provided a copy of the form 990 before it is filed.”

“Upmc requires all of its key employees and non-employed personnel to comply with its conflict of interest policies when they engage in upmc-related business. People covered by the policies include: -upmc entity board members, board committee members, and corporate officers -upmc physicians and non-physician employees who hold a position of influence -non-employed members of the upmc medical staff who hold a position of influence of trust -individuals conducting clinical research at upmc, whether or not they are employed by upmc. These people are required to complete a questionnaire at least annually. An electronic form has been developed to capture the data from the questionnaire and to monitor completion. The information, along with other data, is used to capture individual and institutional relationships so that potential conflicts of interest can be identified. If a potential conflict is identified regarding a specific upmc activity the corporate compliance department, with the assistance of the legal department, evaluate the activity in relation to the potential conflict. If a perceived or actual conflict is determined to exist and a decision is made to proceed with the activity, a written plan designed to prevent the conflict from influencing decisions related to the activity is developed. The process is ultimately overseen by a conflict of interest committee of the upmc board of directors on behalf of all upmc subsidiaries, including somerset community hospital foundation.”

“Upmc has established a rigorous compensation review process for its top executives which includes review by its executive compensation committee in a process intended to satisfy the "rebuttable presumption of reasonableness" set forth in the regulations to sections 4958 of the internal revenue code. Upmc gives authority to those executives to establish the compensation of executives of other subsidiaries and business units, including those of somerset community hospital foundation.”

“Upmc's public website (www.upmc.com) makes its financial results, conflict of interest process, and various information about governance and oversight available to the public. Additional information may be supplied upon specific request for data not posted to the website.”

“Trasnfers from exempt affiliates 29,416. Net assets released from restriction -51,000.”

“An external audit is completed at a consolidated upmc system level only, including upmc and all taxable and tax-exempt subsidiaries. The entire system's financial statements, which includes all subordinate members of the upmc group, are posted on the upmc website. (www.upmc.com) the financial statement audit during the 990 filing period is for the calendar year ended december 31, 2021. Upmc has an audit committee that is established to assist the board of directors in fulfilling its oversight responsibilities by monitoring upmc consolidated financial reports and other financial information provided by upmc to governmental bodies, the public or other external entities. The upmc's system of internal controls regarding finance, accounting, legal compliance and ethics that management and the board have established and upmc's internal auditing, accounting and financial reporting processes also provided oversight.”